Last updated: 23/05/2024
This Terms of Service Agreement is a legally binding contract between Blockchain Legals International Ltd, its successors and assigns (hereinafter “Service Provider“, “our”, “us” or “we”), and the party or parties (the “Client“, or “you”) purchasing, accessing and/or using the Services.
By purchasing, accessing and/or using our Services, as further described below, you agree that you have read, understood and accepted all of the terms and conditions contained in this Terms of Service Agreement (the “Agreement”), as well as our Privacy Policy (“Privacy Policy“). If your purchase is accepted by us, this Agreement will result in a binding contract between you and us, and you agree to be bound by this Agreement. An order confirmation email from us confirms that the contract is formed.
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE PURCHASING, ACCESSING AND/OR USING OUR SERVICES AS THEY GOVERN YOUR PURCHASE OF, ACCESS TO, AND USE OF OUR SERVICES AND YOUR RELATIONSHIP WITH BLOCKCHAIN LEGALS INTERNATIONAL LTD. IF YOU DISAGREE WITH ANY PART OF THE TERMS THEN YOU MAY NOT PURCHASE, USE AND/OR ACCESS OUR SERVICES.
1.1. This Agreement and the Privacy Policy constitute the entire agreement between the Client and the Service Provider and will supersede all prior agreements whether written or oral. A failure of the Service Provider to enforce any right or provision of this Agreement will not be considered a waiver of those rights. If any provision of this Agreement is held to be invalid or unenforceable by a court, the remaining provisions of this Agreement will remain in effect.
2.1. In this Agreement, “Service” and “Services”, means any service provided by the Service Provider, including, but not limited to:
(a) the formation and registration of limited liability companies, corporations, foundations, partnerships, trusts and other legal entities and/or legal arrangements, and the provision of corporate services including but not limited to management services such as the provision of nominee directors, trust services such as the provision of nominee shareholder or trustee services, corporate secretary services and the provision of corporate officers, registered office, registered agent and any other corporate service to such entities and/or legal arrangements (collectively, the “Corporate Services”);
(b) the provision of services related to applying for and obtaining residence permits, work permits, citizenship, and other immigration-related services (collectively, the “Immigration Services”);
(c) the provision of assistance with opening bank accounts, and other financial services such as merchant accounts or payment accounts or debit cards (the “Bank Account Opening Services”);
(d) the provision of advisory or consulting services related to the Corporate Services, Immigration Services and Bank Account Opening Services and/or the provision of general information related to, but not limited to, regulatory, corporate structuring and tax matters (collectively, the “Consulting Services”); or
(e) any other service as mutually agreed between the Client and the Service Provider.
2.2. In consideration for the Services being provided by the Service Provider, the Client shall pay to the Service Provider the compensation as set forth in the Service Provider’s website or as quoted by the Service Provider to the Client (the “Service Fees”).
2.3. All Service Fees, disbursements and expenses due to the Service Provider pursuant to this Agreement may be invoiced and collected by any member or agent of the Service Provider and on behalf of the Service Provider. Payment by the Client to any member or agent of the Service Provider will constitute a valid discharge of the obligation to pay the Service Provider under this Agreement.
2.4. The Client acknowledges that a substantial part of the Service Fees may consist of disbursements including, but not limited to, government fees, notary fees, courier fees, stamp duties, and agrees that an increase of such disbursements may result in an increase of the Service Fees, at the discretion of the Service Provider.
2.5. Although the Service Provider will make every effort to avoid any increase in the Service Fees, the Client acknowledges and agrees that the Service Fees may increase over time due to increased regulatory and outsourcing costs incurred by the Service Provider or any of its agents and/or contractors, inflation and/or significant currency exchange rate fluctuations.
3.1. By purchasing, accessing and/or using our Services, you represent and warrant that
(a) you are at least 18 years old or of legal age to form a binding contract under applicable law, are an individual, legal person or other organization with full legal capacity and authority to enter into this Agreement;
(b) if you are entering into this Agreement on behalf of a legal entity of which you are a director, employee, attorney or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity; and
(c) you, and the persons you or your affiliates do business with, are not on any trade or economic sanctions lists, including, but not limited to, the UN Security Council Sanctions list, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”, or any other trade or economic sanctions list of the United States of America, Canada, the United Kingdom of Great Britain and Northern Ireland, the European Union, the Republic of Singapore or the Swiss Confederation.
3.2. The Service Provider maintains the right to restrict or deny the provision of Services to citizens and/or residents in certain jurisdictions and/or to certain natural persons and/or legal persons at its sole discretion.
Your purchase, access to, or use of the Services is at your sole risk. The Services do NOT represent tax or investment or legal advice of any kind and are provided on an “AS IS” and “AS AVAILABLE” basis. The Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
5.1. Subject to the provisions of this Agreement, the Client appoints the Service Provider to provide Services to the Client and the Service Provider accepts such appointment subject to the Client’s compliance of this Agreement.
5.2. The obligation imposed on the Service Provider to provide the Services shall be subject to the requisite information, documentation, and funds necessary to do so being available to the Service Provider at the relevant time.
5.3. The Service Provider shall be entitled to rely on, without further inquiry, all and any data of whatever nature which may be received from the Client from time to time and further shall not incur any liability whatsoever for any loss arising by reason of reliance on such data.
5.4. In providing the Services, the Service Provider shall not be obliged to act in any manner which, in its opinion:
(a) may be contrary to law and/or public policy; and/or
(b) potentially increases the risk of prosecution or other sanction of any kind in any jurisdiction or the withdrawal of, or imposition of any conditions in respect of, any license, consent or other authorization issued to the Service Provider, the Directors and the Employees by any legal, governmental or regulatory authority in any applicable jurisdiction.
6.1. During the continuance of this agreement, the Client shall:
(a) provide the Service Provider with all such information, documentation, and records as the Service Provider may require to provide the Services to the Client; and
(b) neither cause nor permit anything to be done which will or may impose any civil or criminal liability or penalty on the Service Provider or any of its affiliates, directors, officers, employees, consultants, and agents.
6.2. Neither during the continuance of this Agreement nor after its termination shall the Client do or commit any act, matter or thing which would or might prejudice or bring into disrepute in any manner the business or reputation of the Service Provider or any director thereof, any member of the Service Provider or any employee, contractor, agent, consultant or other professional related to the Service Provider.
7.1. The Service Provider may rely upon and is authorized by the Client to act upon, instructions, documents and information (“Proper Instructions”) given or purportedly given by the Client or the Service Provider.
7.2. The Service Provider is not under any duty to make any inquiry as to the genuineness or authenticity of any Proper Instructions.
7.3. Neither the Service Provider nor any affiliates, officers, employees, shareholders, directors, contractors, consultants and agents of the Service Provider shall incur any liability in respect of any action taken or not taken by the Service Provider or any of the affiliates, officers, employees, shareholders, directors, contractors, consultants and agents of the Service Provider in good faith in reliance upon Proper Instructions.
7.4. The Client irrevocably indemnifies the Service Provider and its affiliates, officers, employees, shareholders, directors, contractors, consultants and agents against direct, indirect and/or consequential losses suffered or incurred by any of them resulting from any action taken or not taken by the Service Provider in good faith in reliance upon Proper Instructions.
7.5. The Service Provider shall deal with and act upon Proper Instructions in a reasonably timely manner and undertake to use reasonable endeavours to do so, but for the avoidance of doubt does not undertake to act on instructions immediately or on the same or next business day or to meet any specific deadline (unless otherwise agreed in writing) and shall not incur any liability for any loss arising by reason of the length of time taken to so act upon instructions.
8.1. The Client acknowledges and agrees that the Service Provider does not purport to provide, and shall not be responsible for obtaining or providing to the Client, financial, legal or tax advice in relation to the Services to the Client or any transaction entered into by the Client.
8.2. The Client acknowledges and agrees that he or she or it is responsible for ensuring that he has taken all necessary financial, tax and legal advice related to the Services, and for ensuring that the activities will not breach the laws or regulations of any relevant jurisdiction.
8.3. The Client acknowledges and agrees that any oral or written information provided through the Consulting Services and during the provision of the Services in general, are not to be considered as financial, legal or tax advice, nor as a financial, legal or tax opinion, and should not be relied upon as such.
9.1. Neither the Service Provider nor any of its officers, employees, shareholders, directors, contractors, consultants and agents shall be liable for any Losses suffered or incurred by the Client arising out of any act or omission on the part of the Service Provider or its officers, employees, shareholders, directors, contractors, consultants and agents in connection with the subject matter of and the Services to be provided in good faith under this Agreement.
9.2. Neither the Service Provider nor any officers, employees, shareholders, directors, contractors, consultants and agents of the Service Provider shall under any circumstances whatsoever be liable for the loss of profits, incidental, indirect or other economic or consequential damages, or for exemplary, punitive or special damages arising out of or in connection with any breach of any implied or express terms of this Agreement, or howsoever caused.
9.3. The Client irrevocably indemnifies the Service Provider and its officers, employees, shareholders, directors, contractors, consultants and agents against any direct, indirect and/or consequential losses which may be suffered or incurred by the Service Provider or any of its officers, employees, shareholders, directors, contractors, consultants and agents from time to time in connection with the performance or non-performance of the Service Provider’s or the officers’, employees’, shareholders’, directors’, contractors’, consultants’ and agents’ duties under this Agreement save where such losses arise directly from the fraud, willful misconduct or gross negligence of the Service Provider or any officers, employees, shareholders, directors, contractors, consultants and agents of the Service Provider.
9.4. Neither the Service Provider nor any officers, employees, shareholders, directors, contractors, consultants and agents of the Service Provider shall be liable for or in respect of any taxes paid or payable by the Client.
9.5. Neither the Service Provider nor any officers, employees, shareholders, directors, contractors, consultants and agents of the Service Provider shall be liable for or in respect of any activities conducted by the Client that breach the law of any relevant jurisdiction.
In the performance of its duties and in the exercise of its powers under this Agreement, the Service Provider may, at the expense of the Service Provider, appoint contractors, nominees, agents or other delegates to perform in whole or in part any of its duties (and may include in such appointments powers of sub-delegation). The Service Provider shall not incur any liability whatsoever arising from:
(a) the negligence, willful misconduct or fraud of any delegate or agent or contractor appointed or employed with the consent, or on the instructions, of the the Service Provider; or
(b) anything done or omitted in conformity with any advice given or purporting to have been given by any delegate or agent or contractor appointed or employed in connection with the affairs of the Service Provider with the consent of the Service Provider.
11.1. The Service Provider shall for the purposes of this Agreement be deemed to be an independent contractor and, except pursuant to this Agreement or otherwise expressly authorized pursuant to Proper Instructions, shall have no authority to act on behalf of or to represent the Client in any way or otherwise be deemed to be an agent of the Client or the Service Provider or to have power to enter into any transaction or bind the Client.
11.2. None of the provisions of this Agreement shall create or be deemed to create a relationship of partnership or give rise to a fiduciary relationship between the parties to this agreement.
12.1. Due to the intangible nature of the Services, there shall be no refunds of the Service Fees paid by the Client for Services rendered by the Service Provider.
12.2. If the Client cancels the Services before the Service Provider has incurred costs related to the provision of the Services, Service Fees shall be reimbursed by the Service Provider to the Client.
12.3. If the Client cancels the Services after the Service Provider has incurred costs and disbursements related to the provision of the Services, there shall be no reimbursement of the Service Fees.
12.4. If the outcome of the Bank Account Opening Services is a rejection of the Client’s financial account application by the relevant financial institution, the Service Provider shall refund to the Client the Service Fees paid for the Bank Account Opening Services discounting a thirty percent (30%) of such Service Fees to partially cover administrative and Service processing costs incurred by the Service Provider, provided that, at the Service Provider’s discretion:
(a) the Client has cooperated during the provision of the Bank Account Opening Services by providing all information and/or documents requested in an acceptable quality;
(b) the Client has strictly followed the instructions and advice of the Service Provider during the provision of the Bank Account Opening Services;
(c) the information and documents provided by the Client before purchasing the Bank Account Opening Services are consistent with the information and documents provided during the provision of the Bank Account Opening Services; and
(d) the Client has not provided any information and/or documents which are considered by the Service Provider as inconsistent, suspicious or false.
13.1. Except as required by law or by any legal, governmental or regulatory authority, the Service Provider shall not (except in the exercise of its duties under this Agreement including the provision of the Services where information must be shared with banks, corporate service providers, trust companies, governmental or regulatory authorities) disclose any information relating to the affairs of the Client to any person (other than to the affiliates, directors, officers, employees, or agents of the Service Provider or its auditors and attorneys) not authorized by the Client to receive such information.
13.2. None of the parties to this Agreement shall do any act, matter or thing which would or might prejudice or bring into disrepute the business or reputation of the other parties to this Agreement.
13.3. In the event of this Agreement being terminated for whatever reason, the provisions of this clause (Confidentiality) shall remain in full force and effect.
14.1. This Agreement shall remain in effect during the provision of the Services by the Service Provider to the Client.
14.2. This Agreement can be terminated by the Client for any reason at any time upon fifteen (15) days prior written notice without further obligation or liability except for the payment by the Client of the Service Fees accrued by the Service Provider for the Services through such date of termination.
14.3. This Agreement can be terminated by the Service Provider for any reason at any time upon fifteen (15) days prior written notice without further obligation or liability except for the reimbursement of any proportion of the Service Fees paid by the Client under this Agreement for Services that have not been rendered as of the date of Termination.
14.3. The Service Provider may also terminate the Agreement with immediate effect without notice and with no liability to provide any further Services or to reimburse any Service Fees to the Client, if the Client:
(a) commits any gross misconduct or fraud affecting the business of the Service Provider;
(b) commits, or is reasonably suspected of committing, any act contrary to law and/or public policy;
(b) commits any serious or breach or non-observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful instructions of the Service Provider; and
(c) commits any fraud or dishonesty or acts in any manner which in the opinion of the Service Provider brings or is likely to bring the Service Provider into disrepute.
14.4. All provisions of this Agreement which by their nature should survive termination shall survive termination, including Sections 3, 4, 8, 9, 10, 13, 14, 15, 16, 17.
15.1. All notices required or permitted by this Agreement shall be in writing and in the English language and shall be sent to the recipient by email, or as otherwise directed by the recipient by notice given in accordance with this clause.
15.2. Notices shall be delivered by email. Notice will be deemed given on the date of transmission.
This Agreement shall be interpreted and construed under the laws of the Republic of The Marshall islands, without regard to its conflicts of law principles.
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules“) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The arbitration shall be conducted in English. The arbitrators (numbering 1 or 3) shall be selected by agreement of the Parties or, if they cannot agree on the arbitrator(s) within thirty (30) days after written notice of a Party’s desire to have a matter settled by arbitration, then an arbitrator shall be selected by the SIAC. The determination reached in such arbitration shall be final and binding on all Parties hereto without any right of appeal. Any court of competent jurisdiction may enforce any determination or award of the arbitrator. The parties also agree that, in the event that the need for emergency measures of protection (including preliminary injunction or temporary restraint proceedings) arises, the Arbitration Rules of the Singapore International Arbitration Centre shall apply to the proceedings. THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OR CLASS TREATMENT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH THEREOF.
If you have any questions about this Agreement, please contact us Here: https://blockchainlegals.com/contact-us/
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